Miranda Minerals Holdings Limited
Corporate Governance
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Corporate Governance report  
Improvements and implementation

The directors and management endorse the King II Code of Corporate Practices and Conduct (King Report) and confirm their commitment to operate in compliance with its recommendations.

The board is committed to continued improvements and the implementation of the best principles of openness, transparency, integrity and accountability advocated by the King Report. Through this process, shareholders and other stakeholders may derive assurance that the company is being ethically managed according to prudently determined risk parameters and in compliance with generally accepted corporate practices.

Board of directors

The group has a unitary board structure, which comprises a Non Executive Chairman, an independent Non-Executive Director, three Executive Directors and one Alternate Director With a clear division of responsibilities at Board level, no one individual has unfettered powers of decision making. The table underneath summarises attendance at board meetings during the financial period under review:

  24 Nov
16 Feb
25 March
Current directors      
AR Thompson Yes Yes Yes
RJ Nel Yes Yes Yes
LP Mokhobo Yes Yes Yes
MD Cook Yes Yes Yes
AM Botha Not yet
Not yet
Not yet
NA Nel Yes Yes Yes
Company Secretary      
M van den Berg Yes Yes Yes
Resigned directors      
WAA Ison Yes Yes Yes

Non-executive directors have no service contracts with the company and are appointed for specific terms. Reappointment is not automatic, but considered individually, based on the individual’s

Board responsibities

The board’s main responsibilities include strategy, acquisition and investments policy, risk management, finance and corporate governance. In addition, the board is accountable for relations with stakeholders and is responsible for creating, protecting and enhancing the company’s wealth and resources, timely and transparent reporting, and for acting at all times in the best interests of the company and its shareholders.

Internal financial and operating controls

The board has ultimate responsibility for the internal, financial and operating systems of the company and for monitoring their effectiveness. These systems are designed to provide reasonable, but not absolute, assurance against material misstatement and loss.

The board is responsible for assisting in the implementation and monitoring of reasonable safeguards in respect of the unauthorised use or disposal of company assets, compliance with relevant legislation and regulations, and the maintenance of proper accounting records, as well as for advising the board on the appointment of external auditors.

All directors have unlimited access to the advice and services of the company secretary. All directors are entitled to seek independent professional advice at the expense, concerning the affairs of the group, after obtaining the approval of the board.

Remuneration committee
During the financial period under review, the board appointed a Remuneration Committee (RemCo). The RemCo shall aim to meet twice a year and at such other times as the chairman of the Committee shall require. The frequency and timing of meetings will be determined where possible according to the company’s of results, salary reviews and share awards. The RemCo terms of reference are available for inspection at the officesReport for dates of appointments of the company.
Management and administration

LP Mokhobo, A Thompson and M Cook, all non-executive directors of Miranda, accepted appointments to the RemCo. Ms Mokhobo, the only independent non-executive director, was appointed as chairperson of the RemCo. The Committee met for the first time on 20 August 2008. All members were present at this initial meeting.

In light of the group’s profile, the RemCo has agreed to update the original management model of outsourcing the management of the group in favour of the more conventional direct appointment of executive directors and staff. The RemCo also agreed to consider the establishment of a share incentive scheme for directors.

Audit committee

The members of the Audit Committee are Lulama Mokhobo (independent non-executive director) , Alan Thompson (Non executive chairman), and Michael Cook (non executive director).

The external auditor has unrestricted access to the Audit Committee, which ensures its independence is in no way impaired. Meetings are to be regularly and may be attended by representatives of the external auditors.

The Audit Committee deals with the issues relating to risk management, environmental management, the safeguarding of assets and internal controls, including the external audit, as well as the principles for recommending the use of the external auditor of the Company for non-audit services, accounting policies and financial reporting within the mandate given by the Board. The Audit Committee has satisfied its responsibilities during the year in compliance with its terms of reference.

The Audit Committee met for the first time on 24 November 2008 where it was resolved that the committee will meet at least twice per year.

CommunicatIon wIth stakeholders

A policy of effective communication and engagement with all stakeholders relating to the affairs of the company is adhered to and the company seeks to provide a secure, healthy and participative social and working environment for its staff.

Directors’ share dealings

Directors may not deal in the company’s shares without first advising and obtaining clearance from any two of these office bearers: the chairperson, the chief executive officer and the chief financial officer. The chairperson may not deal in the company’s shares without first advising and obtaining clearance from the chief executive officer. Details of all share dealings by directors in the company’s shares are disclosed in accordance with the JSE Listings Requirements and at each board meeting.

The company secretary regularly advises directors of prohibited periods, as prescribed by the Listings Requirements, during which dealings in the company’s shares may not be undertaken. The company enforces a restricted period for dealing in shares, in terms of which any dealings in shares by all directors and executives are disallowed by the board from the time that the reporting period has elapsed to the time that results are released and at any time that the company is trading under a cautionary announcement.

Company secretary

The company secretary is required to provide board members with guidance and advice regarding their responsibilities, duties and powers and to ensure that the board is aware of all the legislation relevant to or affecting the affairs of the company. The company secretary facilitates compliance with all applicable legislation regarding the company’s affairs, including the necessary recording of the meetings of the board, committees and shareholders of the company.

Code of ethics

The board subscribes to the highest level of professionalism and integrity in conducting its business and dealing with all its stakeholders. In adhering to its code of ethics, the board is guided by the following broad principles:

  •  businesses should operate and compete in accordance with the principles of free enterprise;
  •  free enterprise will be constrained by the observance of relevant legislation and generally accepted principles regarding ethical behaviour in business;
  •  ethical behaviour is predicated on the concept of utmost good faith and characterised by integrity, reliability and a commitment to avoid harm;
  •  business activities will benefit all participants through a fair exchange of value or satisfaction of need; and
  •  equivalent standards of ethical behaviour are expected from individuals and companies with whom business is conducted.
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